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Articles by Stewart Landefeld
Now Available: 7th Edition Of "The Public Company Handbook"
We are excited to announce the release of the 7th edition of The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives. For years, this Handbook has served as a go-to resource for directors, executives, and in-house counsel navigating the challenges of being public—or preparing to go public.
Delaware Chancellor Invalidates Tesla’s Compensation Grant: 3 Lessons Learned
In a lengthy opinion that unwound an eye-popping $55 billion compensation grant, the Delaware Court of Chancery’s Chancellor Kathaleen McCormick invalidated Tesla’s huge compensatory equity grant to Elon Musk, its Chair and CEO. We have distilled this 200-page opinion down to three practical “best practices” for directors to apply in reviewing the important – but less extraordinary – equity grants that CEOs and executive teams typically receive each year.
A Director Needs to Take a Leave of Absence? 5 Considerations
Here’s a topic that hasn’t been written about – but that I hear a lot about – so you’re likely to encounter it if you do this stuff long enough. A member on your board seeks to take a prolonged leave of absence for personal or other reasons. Maybe the director has scheduled surgery and can’t travel. They could be ill. Or perhaps they have an ill spouse that needs immersive care. Life happens. Here are five things to consider: 1. State Law Allows a Director to be “In” or “Out”: No Middle Ground.
Executive Sessions: The Best Things in (Governance) Life Are Free
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies. Unlike some more costly aspects of Sarbanes-Oxley, executive sessions of independent directors, as a group or as a committee, serve a vital governance function at virtually no cost.
How to Handle Overeager Directors Who Want to Micromanage
One of the cardinal rules of corporate governance is that the CEO, hired by the board, manages the business. No one on the board should be trying to manage. No one on the board should be too involved in operations.
Audit Committee Financial Expert Casts a Wide Net
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies. The SEC has adopted a pragmatic definition of Audit Committee financial expert. Investment bankers, venture capital investors, stock analysts and others may qualify, along with finance professionals.
Directors and Their Personal Devices: 6 Practice Pointers!
Our recent blog about the DOJ’s new guidance on personal devices and third-party messaging had me thinking about how I’ve personally been handling this new world of directors and personal devices. Here’s why: This concept is not so new, but rather is an extension of the job directors have had for almost 50 years to oversee a public company that maintains appropriately detailed books and records.
What Makes a Good Director? “Noses In, Fingers Out”
Here’s a tip from the sixth edition of our popular publication The Public Company Handbook, which is an easy-to-read guide that provides practical insights regarding legal and other board management issues facing public—or soon-to-be-public—companies. This tip involves considering the question of “what makes a good director?” Set expectations for your Board members from the outset.
Serving on a Non-Profit Board: Putting Yourself in Their Shoes
When you work in our firm, you are encouraged not only to contribute by engaging in pro bono activities – but you are also encouraged to offer your experience and wisdom to non-profit boards. It’s not only a great way to serve the community, but it’s also a valuable way to better understand what it’s like to serve on a public or private company board.
Should Non-CEOs Serve as Directors? Six Best Practices to Consider
An increasing number of public boards are inviting non-CEO officers and executives to serve as public company directors. Is this a good idea to look beyond a proven CEO for a director? And, is it a good idea for the invited executive’s employer to allow that person to serve? My experience has been – Yes! – to both, so long as both the inviting board and the to-be-director’s employer follow a number of best practices for executive service.
Handling Divergent Interests of Directors By the Book
This blog follows up on a blog about handing a director’s right to corporate information if the interests of that director diverge from that of the company. The general rule is the directors do indeed have a right to access company information. In fact, that right to information is so broad that it’s described as “unfettered.” Directors need to be informed to do their job. That general rule ordinarily extends to privileged communications.
How to Handle a Director’s Right to Corporate Information If Interests Diverge
On occasion, I’ll get asked, “Does a director of a Delaware corporation have an ‘unfettered right’ to access corporate information?” This question typically arises in a variety of uncomfortable circumstances, such as the director in question being investigated – or perhaps a possible conflict of interest involving that director.
Board Diversity: A Comparison Between the NYSE & Nasdaq Now
Following up on a pair of blogs from Evelyn about Nasdaq’s new diversity disclosure rules, in contrast to those new rules, the NYSE has taken an approach that advocates diversity without either suggesting new disclosure requirements or recommending diversity goals. In 2019, the NYSE named an “NYSE Board Advisory Council” consisting of originally 19—later more than 20—CEOs of listed companies. The goal of the Council was to use personal networks of those CEOs to identify board candidates.
Early Takeaways From SEC's FY 2020 Fraud Enforcement
By Lou Mejia, Allison Handy and Stewart Landefeld Law360 is providing free access to its coronavirus coverage to make sure all members of the legal community have accurate information in this time of uncertainty and change. Use the form below to sign up for any of our daily newsletters. Signing up for any of our section newsletters will opt you in to the daily Coronavirus briefing.
SEC's Fraud Enforcement Shows Quality, If Not Quantity
Law360 (October 31, 2019, 5:40 PM EDT) -- In September 2018, shortly before the beginning of the U.S. Securities and Exchange Commission's 2019 fiscal year, SEC Division of Enforcement Co-Director Stephanie Avakian discussed the standard by which the enforcement program should be judged.[1] In Avakian’s eyes, and echoed this year by Co-Director Steven Peikin[2], the SEC should be judged by quality, not quantity: “[Statistics] do not provide a full and meaningful picture of the quality,...
SEC on Cybersecurity: Jay Clayton’s “Light Touch” | JD Supra
This week, the U.S. Securities and Exchange Commission (SEC) issued its first formal interpretative release on public company disclosure obligations relating to cybersecurity since the SEC Division of Corporation Finance’s guidance in 2011.
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